Charles Ryan
About Charles Ryan
Charles Ryan, Ph.D., age 60, serves as President of Quince Therapeutics since September 2023. He previously led Travecta Therapeutics as President/CEO/Chairman (2021–2022) and Neurotrope as CEO/Director (2017–2020), and spent 10+ years as SVP & Chief IP Counsel at Forest Laboratories (now AbbVie). He holds a J.D. (Western New England University), a Ph.D. in Oral Biology & Pathology (Stony Brook University), and a B.A. in Chemistry (The College of Wooster); he is admitted to the NY State Bar and is a USPTO patent practitioner . Company performance context during his tenure: cumulative TSR improved from 8.32 in 2023 to 14.82 in 2024, while net losses widened to $56.83M in 2024 vs. $31.39M in 2023 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Travecta Therapeutics | President, CEO & Chairman | 2021–2022 | Led private biopharma focused on serious neurological conditions . |
| Neurotrope, Inc. | CEO & Director | 2017–2020 | Directed clinical-stage neurodegenerative therapeutics strategy . |
| Forest Laboratories (now AbbVie) | SVP & Chief IP Counsel | 10+ years | Managed IP estates across CNS, CV, GI, respiratory, anti-infectives; partnered with commercial, development, BD teams . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| New York State Bar | Member | N/A | Legal credential supporting regulatory/IP oversight . |
| U.S. Patent and Trademark Office | Patent practitioner | N/A | Technical/legal expertise in IP strategy . |
Fixed Compensation
| Year | Base Salary Rate ($) | Salary Paid ($) | Target Bonus (%) | Corporate Achievement (%) | Actual Bonus Paid ($) | All Other Compensation ($) | Notes |
|---|---|---|---|---|---|---|---|
| 2023 | 500,000 | 147,756 | 40% | 110% (prorated) | 70,000 | 11,200 (401k $4k + $1,800/mo health stipend) | Offer letter at-will; monthly health stipend $1,800 . |
| 2024 | 500,000 | 500,000 | 40% | 77.5% | 177,500 | 25,600 (401k $4k + $1,800/mo health stipend) | Compensation committee kept salaries flat for 2024 . |
Performance Compensation
| Year | Metric | Target | Achievement | Payout ($) | Vesting/Timing |
|---|---|---|---|---|---|
| 2023 | Corporate objectives (clinical, regulatory, strategic) | 40% of base salary | 110% of corporate goals (Ryan prorated from Sep 1, 2023) | 70,000 | Paid in Q1 2024; employment required at payout . |
| 2024 | Corporate objectives (comp committee-set) | 40% of base salary | 77.5% of corporate goals | 177,500 | Paid in Q1 2025 . |
Long-Term Incentives (Options)
| Grant Date | Shares | Exercise Price ($) | Vesting Schedule | Vest Start | Expiration |
|---|---|---|---|---|---|
| 09/01/2023 | 545,000 | 1.30 | 25% at 1-year; remainder in equal monthly installments over next 3 years | 09/01/2023 | 09/01/2033 |
| 02/01/2024 | 145,000 | 1.31 | Equal monthly installments over 4 years beginning 01/01/2024 | 01/01/2024 | 02/01/2034 (implicit by plan; specific expiration not separately disclosed in proxy excerpt) |
The company primarily utilizes stock options for NEO long-term incentives; no RSUs/PSUs for Ryan are disclosed for 2023–2024 .
Equity Ownership & Alignment
| As of Date | Shares Owned | Options Exercisable within 60 Days | Aggregate Beneficial Ownership | % of Shares Outstanding |
|---|---|---|---|---|
| 03/31/2024 | 74,074 | 12,083 | 86,157 | <1% (asterisk) |
| 03/31/2025 | 122,461 | 289,790 | 412,251 | <1% (asterisk) |
- Hedging/Pledging: Company policy prohibits hedging and pledging (margin accounts or collateral) unless a pledge is approved by compliance; executives are subject to this policy .
- Ownership guidelines: Not disclosed in available proxy excerpts.
- In-the-money value and exercisable vs. unexercisable breakdown beyond 60-day window: Not disclosed for Ryan; outstanding awards table shows 545,000 unexercisable as of 12/31/2023 with $1.30 strike .
Employment Terms
| Feature | Key Term | Trigger/Conditions |
|---|---|---|
| Employment | At-will; offer letter dated September 2023 | N/A |
| Severance (Non-CIC) | 12 months base salary; 100% of target bonus (pro-rated to termination date); 50% acceleration of unvested time-based equity; 50% of target for performance-based equity; 12 months COBRA premiums (lump-sum); payroll scheduling as specified | Termination without cause or resignation for good reason outside CIC period; release of claims required |
| Change-in-Control (CIC) | 18 months base salary; 150% of target bonus (pro-rated); full acceleration of time-based equity and 100% of target for performance-based equity; 18 months COBRA premiums (lump-sum) | Double-trigger: termination without cause or resignation for good reason within 3 months before to 18 months after CIC |
| Clawbacks | Dodd-Frank-compliant clawback policy implemented; SOX 304 recoupment applies to CEO/CFO in misconduct-related restatements | |
| Perquisites | Health insurance stipend $1,800/month |
Compensation Structure Analysis
- Mix and trend: Ryan’s option grant fair value decreased from $588,600 in 2023 to $189,950 in 2024, indicating a smaller equity accounting charge year-over-year despite continued monthly vesting cadence . Cash compensation rose (salary paid $147,756 → $500,000; bonus $70,000 → $177,500) as his first full year completed, increasing guaranteed and near-term cash components .
- Performance linkage: Annual bonus outcomes tied to corporate clinical/regulatory/strategic objectives—110% achievement in 2023 (prorated) and 77.5% in 2024; payout levels tracked directly to committee determinations .
- Equity vesting dynamics: 1-year cliff on the 2023 grant increases retention through September 2024, followed by steady monthly vesting, while the 2024 grant vests monthly over four years beginning January 2024, creating ongoing potential supply from option exercises after vesting .
Risk Indicators & Red Flags
- Hedging/pledging: Prohibited by policy, reducing misalignment risk; no pledging disclosed for Ryan .
- CIC economics: 18 months salary and 150% target bonus with full equity acceleration may create retention through transaction but could be viewed as generous relative to small-cap biotech norms; double-trigger mitigates single-trigger acceleration risk .
- Pay vs performance context: Despite improved TSR in 2024 vs. 2023, net losses widened materially; bonus outcomes reduced accordingly to 77.5% for 2024 .
Investment Implications
- Alignment: Ryan’s ownership increased (aggregate beneficial 86,157 → 412,251), and option-heavy LTI with long-dated vesting aligns incentives to medium-term value creation; hedging/pledging prohibitions support alignment .
- Retention and selling pressure: Post–Sep 2024, the 2023 grant moved into monthly vesting, and the 2024 grant vests monthly from Jan 2024—expect consistent potential for option exercises/selling; monitor Form 4 filings for size/timing of sales once options become in-the-money .
- Change-of-control payouts: Rich CIC terms (cash multiples plus full acceleration) could incentivize support for strategic transactions; consider potential overhang in M&A scenarios .
- Performance sensitivity: Bonus outcomes track clinical/regulatory milestones; with 2024 net losses at $56.83M, equity value creation depends on pipeline execution; the lower 2024 bonus payout reflects disciplined pay-for-performance oversight .
